MAPÚA UNIVERSITY

Muralla St. Intramuros, Manila

SCHOOL OF MECHANICAL AND MANUFACTURING

ENGINEERING

TYPES OF CONTRACTS

GROUP 5
1.) MAHMUD, Ali R. 2015151413
2.) KIM, SeongSik 2015101013
3.) MESSELE, Avelino C. 2013120914
4.) LEE, Wooam 2013120914
ME70 – C1

Date of Submission: June 27, 2019

ATTY. JOSE BECHAYDA

INSTRUCTOR
 TABLE OF CONTENTS:

A. TYPES OF CONTRACTS..........................................................3

1. Surveying Contract (MAHMUD)............................................3

2. Deed of Sale of a House & Lot (KIM)..................................13

3. Project Management Contract (LEE)………........................27

4. Consignment Contract (LEE)…….......................................29

5. Legal Services Contract (MESSELE)..................................35

B. RIGHT AND OBLIGATIONS OF PARTIES..............................36

1. Surveying Contract (MAHMUD)..........................................36

2. Deed of Sale of a House & Lot (KIM)..................................38

3. Project Management Contract (LEE)………........................39

4. Consignment Contract (LEE)………....................................42

5. Legal Services Contract (MESSELE)..................................45

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A. TYPES OF CONTRACTS:

1.) SURVEYING CONTRACT (MAHMUD)

STANDARD FORM OF AGREEMENT BETWEEN

OWNER AND LAND SURVEYOR

This AGREEMENT is made as of: June 27, 2019

BETWEEN the State of Texas, acting through its Director,

Department of Administration, here in after identified as the
“OWNER”:
Department of Administration, Quezon City
46 Burbank St., North Fairview, Quezon City

And the LAND SURVEYOR: Rivera, Mary Anne A.

123 Sampaguita St., Binondo
Manila City, 1016
663-09-01

For the following Project: Texas Land Survey

Texas Corporation
Project 3

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1 PART 1

1.1 COMPENSATION

1.1.1 The Owner shall compensate the Land Surveyor in

accordance with the full Terms and Conditions of this
Agreement as follows:

SERVICES AMOUNT
Site, Boundary, Certified Survey and Plans ₱20,000
Topographical Survey and Plans ₱50,000
Plats of Survey ₱80,000
Construction Staking ₱120,000
Control Reports and Permitting ₱50,000
Title and Legal Searches ₱35,000
Services Total = ₱455,000
SUPPLEMENTAL SERVICES AMOUNT
Other expenses ₱10,000
Supplemental Services ₱10,00
Total =
AMOUNT
TOTAL SUM FOR ALL ₱465,000
SERVICES =

1.2 ENUMERATION OF AGREEMENT

1.2.1 This Agreement represents the entire and integrated

agreement between the Owner and the Land Surveyor and
supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both Owner
and Land Surveyor. This Agreement is also comprised of the
documents listed below (if checked).

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 1.2.2 Standard Form of Agreement Between Owner and Land
Surveyor;

Surveyor shall perform the following services (“Surveying”) at certain

real property located at 444 Banana St., Quezon City the aforesaid
Services at the above-described location shall be referred to as the
“Project”. Should additional space be needed for a more complete
description of Services to be provided in connection with the Project
and pursuant to the terms of this Agreement, it shall be attached as
Exhibit A, the terms of which are incorporated by reference as though
fully stated herein. Surveyor shall not be obligated to Client for the
provision of any services of any nature whatsoever not specifically set
forth in Section 1.0 and Exhibit A, if attached.
1.3 PROJECT TEAM

1.3.1 The Owner:

1.3.1.1
Design Project Manager is: Engr. Lilibeth Ampongan
336-12-34
[email protected]

1.3.1.2
Construction Project Manager is: Engr. Elgo Santos
981-69-69
[email protected]

1.3.1.3
Agency point of contact is: Engr. Nixon Ford
747-89-35
[email protected]

1.3.1.4 The Owner’s Project Manager (respective to the

phase of the Project) shall be authorized to act on the

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 Owner’s behalf with respect to all aspects of the Project.
The Owner or the Owner’s Designated Representative
shall render decisions in a timely manner in order to
avoid unreasonable delay in the orderly and sequential
progress of the Land Surveyor’s services.

1.3.2 The Land Surveyor:

1.3.2.1
Designated Representative is: Engr. Joan D. Tiger
768-34-56
[email protected]

1.3.2.2
The Land Surveyor’s Designated Representative shall
be authorized to act on the Land Surveyor’s behalf with
respect to the Project and to bind the Land Surveyor and
the Land Surveyor’s consultants.

1.4 GENERAL TERMS AND CONDITIONS

1.4.1 The Owner and Land Surveyor shall cooperate with one
another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good
working relationships among all members of the Project
Team.

1.4.2 Licensing Requirements. By signature on this Agreement, the

declaration is made by the Land Surveyor is professionally
qualified, registered, and licensed to practice in the State of
Montana. In accordance with Montana law, the Land
Surveyor shall sign and stamp all Documents.

1.4.3 The Land Surveyor shall be responsible for the professional

quality, technical accuracy, and coordination of all concepts,
programming, reports, designs, drawings, specifications, and

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 other services furnished under this Agreement. The Land
Surveyor shall, without additional compensation, correct or
revise any errors, deficiencies, or omissions in concepts,
programming, reports, designs, drawings, specifications,
estimates, and other services.

1.5 RESPONSIBILITIES OF THE PARTIES

1.5.1 Owner Responsibilities:

1.5.1.1 Unless otherwise provided under this Agreement, the

Owner shall provide information in a timely manner
regarding requirements and parameters of the Project.
The Owner shall furnish a preliminary project program
setting forth the Owner’s objectives, schedule,
constraints and criteria, including necessities and
relationships, special equipment, systems and site
requirements.

1.5.1.2 The Owner shall examine documents submitted by

the Land Surveyor and shall render decisions pertaining
thereto.

1.5.1.3 The Owner shall furnish the services of consultants

other than those designated as part of the Land
Surveyor’s responsibility or authorize the Land Surveyor
to furnish them as a change in service or scope.

1.5.2 Land Surveyor’s Responsibilities:

1.5.2.1 The Land Surveyor’s services shall be performed as

expeditiously as is consistent with professional skill and
care, orderly progress of the Project, and in accordance
with the Project Schedule.

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 1.5.2.2 The Land Surveyor shall maintain the confidentiality
of information specifically designated as confidential by
the Owner, unless withholding such information would
violate the law or create the risk of significant harm to
the public. The Land Surveyor shall require similar
agreements of the Land Surveyor’s consultants to
maintain the confidentiality of information specifically
designated as confidential by the Owner.

1.5.2.3 Except with the Owner’s knowledge and express

written permission, the Land Surveyor shall not engage
in any activity, or accept any employment, other
agreement, interest, or contribution that would
reasonably appear to compromise the Land Surveyor’s
professional judgment with respect to this Project.

1.5.2.4 The Land Surveyor is expressly prohibited from

participating in or bidding on any part of the Contract for
Construction or multiple construction contracts, if any,
let by the Owner.

2 PART 2

2.1 SURVEY REQUIREMENTS

2.1.1 TIME: Subject to any limitations stated in this agreement,

the specified Survey shall be completed and the drawing(s)
and report(s) delivered to the Owner within twenty (20)
calendar days upon the Owner’s execution of this Agreement
or authorization from the Owner to proceed.

2.1.2 SITE:

2.1.2.1 Show boundary lines (if any), giving length and

bearing (including reference of basis) on each

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 straight line; interior angles; radius, point of tangency
and length of curved lines. Where no monument
exists, set permanent iron pin (monument) or other
suitable permanent monument at property corners;
drive pin into ground adequately to prevent
movement, mark with wood stake; state on drawings
whether corners were found or set and describe
each.

2.1.3 TOPOGRAPHICAL:

2.1.3.1 Provide minimum of one permanent benchmark on

site for

2.1.4 Protection of Property. The Surveyor shall contact the agency

for information regarding the site and shall take all reasonable
precautions to prevent damage to property, visible and
concealed, and shall reasonably restore the site to the
condition existing prior to the Surveyor's entry, including, but
not limited to, repair of lawns and plantings.

3 PART 3

3.1 OWNERSHIP OF DOCUMENTS

3.1.1 All documents developed under this Agreement are and

shall become the property of the Owner whether the Project
for which they are made is or is not executed. It is understood
and agreed that the Owner and his Architect/Engineer is
permitted to reproduce the drawings and distribute the prints
in connection with the use or disposition of the property
without incurring obligation for additional compensation to the
Surveyor.

3.1.2 The signing of this Agreement shall constitute a complete

transfer of ownership, intellectual property and copyright of all
documents from the Land Surveyor to the Owner upon

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 Substantial Completion of the Project. Such transfer shall not
be construed by the Land Surveyor as a grant for usage nor
can it be revoked by the Land Surveyor.

3.2 DISPUTE RESOLUTION

The Owner and Land Surveyor shall endeavor to resolve

controversies, claims, disputes, and other matters in question between
them through good faith debate, discussion, and negotiating prior to
submitting them to mediation, arbitration, or other legal proceeding.

3.3 WAIVER OF CONSEQUENTIAL DAMAGES

The Land Surveyor and the Owner waive consequential damages

for claims, disputes or other matters in question arising out of or
relating to this Agreement. This mutual waiver is applicable,
without limitation, to all consequential damages due to either
party’s termination in accordance with this Agreement.

3.4 MISCELLANEOUS PROVISIONS

3.4.1 This Agreement shall be governed by the laws of the State

of Montana and venue for all proceedings shall be Lewis &
Clark County.

3.4.2 Causes of action between the parties to this Agreement

pertaining to acts or failures to act shall be deemed to have
accrued and the applicable statutes of limitations shall
commence to run not later than the date of termination or
of Final Acceptance of the Project per the General
Conditions of the Contract for Construction.

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3.5 TERMINATION OR SUSPESION OF THIS AGREEMENT

The Owner or Land Surveyor may terminate this Agreement upon

giving written notice to the other that such party has defaulted and
failed to fulfill its obligations under this Agreement. The written
notice must contain an itemized description and accounting of
default and failure. In the event of such default, the Land Surveyor
or Owner shall allow twenty (20) calendar days for corrective
action or submission of a corrective action plan. The twenty (20)
days shall be based upon the date of receipt of the notice by the
other party. Should no satisfactory corrective action be taken or
acceptable corrective action plan be provided by the defaulting
party, the other shall have right to terminate the Agreement.

3.6 NOTARY PUBLIC

This Agreement entered into as of the day and year first written
above:

Land Surveyor: Rivera, Mary Anne A.

Signature

Print

Title

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 Person signing for the Land
Surveyor shall be a principle
owner in the firm or a
corporate officer and be
legally able to bind the Land
Surveyor to all provisions of
this Agreement.

Owner: STATE OF TEXAS

GEORGE H. LUCAS
Administrator, Architecture &
Engineering Division

For the DIRECTOR, DEPARTMENT OF ADMINISTRATION

Date

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 2.) DEED OF SALE (HOUSE AND LOT) (KIM)

KNOW ALL MEN BY THESE PRESENTS:

I, KIM, SEONGSIK, legal age, Filipino, and residents of B1 L2

Neighborhood B ParkPlace Village, Imus, Cavite are the owners of a
parcel of land, embraced within and covered by Transfer Certificate of
Title No. M-14344, issued by the Register of Deeds of Morong
Branch, and more particularly described as follows:
TCT No. M-14344
"A parcel of land (Lot 11. Blk. 1 of the subd. Plan (LRC) Psd-13779,
being a portion of Blk. 55, described on plan (LRC) Psd-10025, LRC
(GLRO) Rec. No. 49867), situated in the Bo. of Tayuman, Mun. of
Binangonan, Province of Rizal, bounded on the x x x, containing an
area of THREE HUNDRED (300) SQUARE METERS more or less. x
x x."
That for and in consideration of the sum of ONE HUNDRED
THOUSAND PESOS (P100,000.00) Philippine currency, to us in
hand paid by and receipt of which is hereby acknowledged
from MAHMUD, ALI R. of legal age, Filipino, widow, a resident of
1234 F. Roxas Street, Barrio Obrero Tondo, Manila, hereby SELLS,
TRANSFERS and CONVEYS and by these presents and have
SOLD, TRANSFERRED and CONVEYED unto said MAHMUD, ALI
R., the aforesaid parcel of land.

WE HEREBY warrant that said parcel of land is free from any

liens and encumbrances and that we will defend the title and rights of
the VENDEE from any claims of whatever kind or nature from third
persons.

Title
1. Encumbrances
1.1 The purchaser buys the property subject to:
a) any encumbrance shown in the section 32 statement other
than mortgages or caveats; and

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 b) any reservations in the crown grant; and
c) any lease referred to in the particulars of sale.
1.2 The purchaser indemnifies the vendor against all obligations
under any lease that are to be performed by the landlord after
settlement.
1.3 In this general condition 'section 32 statement' means a
statement required to be given by a vendor under section 32 of
the Sale of Land Act 1962 in accordance with Division 2 of Part
II of that Act.
2. Vendor warranties
2.1 The vendor warrants that these general conditions 1 to 28 are
identical to the general conditions 1 to 28 in the standard form
of contract of sale of real estate prescribed by the Estate
Agents (Contracts) Regulations 2008 for the purposes of
section 53A of the Estate Agents Act 1980.
2.2 The warranties in general conditions 2.3 and 2.4 replace the
purchaser's right to make requisitions and inquiries.
The vendor warrants that the vendor:
a) has, or by the due date for settlement will have, the right to
sell the land; and
b) is under no legal disability; and
c) is in possession of the land, either personally or through a
tenant; and
d) has not previously sold or granted any option to purchase,
agreed to a lease or granted a pre-emptive right which is
current over the land and which gives another party rights
which have priority over the interest of the purchaser; and
e) will at settlement be the holder of an unencumbered estate
in fee simple in the land; and
f) will at settlement be the unencumbered owner of any
improvements, fixtures, fittings and goods sold with the land.
2.3 The vendor further warrants that the vendor has no knowledge
of any of the following:
a) public rights of way over the land;

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 b) easements over the land;
c) lease or other possessory agreement affecting the land;
d) notice or order affecting the land which will not be dealt with
at settlement, other than the usual rate notices and any land
tax notices;
e) legal proceedings which would render the sale of the land
void or voidable or capable of being set aside.
2.4 The warranties in general conditions 2.3 and 2.4 are subject to
any contrary provisions in this contract and disclosures in the
section 32 statement required to be given by the vendor under
section 32 of the Sale of Land Act 1962 in accordance with
Division 2 of Part II of that Act.
2.5 If sections 137B and 137C of the Building Act 1993 apply to
this contract, the vendor warrants that:
a) all domestic building work carried out in relation to the
construction by or on behalf of the vendor of the home was
carried out in a proper and workmanlike manner; and
b) all materials used in that domestic building work were good
and suitable for the purpose for which they were used and
that, unless otherwise stated in the contract, those materials
were new; and
c) domestic building work was carried out in accordance with
all laws and legal requirements, including, without limiting
the generality of this warranty, the Building Act 1993 and
regulations made under the Building Act 1993.
2.6 Words and phrases used in general condition 2.6 which are
defined in the Building Act 1993 have the same meaning in
general condition 2.6.
3. Identity of the land
3.1 An omission or mistake in the description of the property or any
deficiency in the area, description or measurements of the land
does not invalidate the sale.
3.2 The purchaser may not:

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 a) make any objection or claim for compensation for any
alleged misdescription of the property or any deficiency in its
area or measurements; or
b) require the vendor to amend title or pay any cost of
amending title.
4. Services
4.1 The vendor does not represent that the services are adequate
for the purchaser's proposed use of the property and the
vendor advises the purchaser to make appropriate inquiries.
The condition of the services may change between the day of
sale and settlement and the vendor does not promise that the
services will be in the same condition at settlement as they
were on the day of sale.
4.2 The purchaser is responsible for the connection of all services
to the property after settlement and the payment of any
associated cost.
5. Consents
The vendor must obtain any necessary consent or license required
for the sale. The contract will be at an end and all money paid
must be refunded if any necessary consent or license is not
obtained by settlement.
6. Transfer
The transfer of land document must be prepared by the purchaser
and delivered to the vendor at least 10 days before settlement.
The delivery of the transfer of land document is not acceptance of
title. The vendor must prepare any document required for
assessment of duty on this transaction relating to matters that are
or should be within the knowledge of the vendor and, if requested
by the purchaser, must provide a copy of that document at least 3
days before settlement.
7. Builder warranty insurance
The vendor warrants that the vendor will provide at settlement
details of any current builder warranty insurance in the vendor's
possession relating to the property if requested in writing to do so
at least 21 days before settlement.
8. General law land
8.1 This general condition only applies if any part of the land is not
under the operation of the Transfer of Land Act 1958.
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 8.2 The vendor is taken to be the holder of an unencumbered
estate in fee simple in the land if there is an unbroken chain of
title starting at least 30 years before the day of sale proving on
the face of the documents the ownership of the entire legal and
equitable estate without the aid of other evidence.
8.3 The purchaser is entitled to inspect the vendor's chain of title
on request at such place in Victoria as the vendor nominates.
8.4 The purchaser is taken to have accepted the vendor's title if:
a) 21 days have elapsed since the day of sale; and
b) the purchaser has not reasonably objected to the title or
reasonably required the vendor to remedy a defect in the
title.
8.5 The contract will be at an end if:
a) the vendor gives the purchaser a notice that the vendor is
unable or unwilling to satisfy the purchaser's objection or
requirement and that the contract will end if the objection or
requirement is not withdrawn within 14 days of the giving of
the notice; and
b) the objection or requirement is not withdrawn in that time.
8.6 If the contract ends in accordance with general condition 9.5,
the deposit must be returned to the purchaser and neither
party has a claim against the other in damages.
8.7 General condition 10.1 should be read, in respect of that part
of the land which is not under the operation of the Transfer of
Land Act 1958, as if the reference to 'registered proprietor' is a
reference to 'owner'.
Money
9. Settlement
9.1 At settlement:
a) the purchaser must pay the balance; and
b) the vendor must:
i) do all things necessary to enable the purchaser to
become the registered proprietor of the land; and

17
 ii) give either vacant possession or receipt of rents and
profits in accordance with the particulars of sale.
9.2 The vendor's obligations under this general condition continue
after settlement.
9.3 Settlement must be conducted between the hours of
10.00 a.m. and 4.00 p.m. unless the parties agree otherwise.
10. Payment
10.1 The purchaser must pay the deposit:
a) to the vendor's licensed estate agent; or
b) if there is no estate agent, to the vendor's legal practitioner
or conveyancer; or
c) if the vendor directs, into a special purpose account in an
authorised deposit-taking institution in Victoria specified by
the vendor in the joint names of the purchaser and the
vendor.
10.2 If the land sold is a lot on an unregistered plan of
subdivision, the deposit:
a) must not exceed 10% of the price; and
b) must be paid to the vendor's estate agent, legal practitioner
or conveyancer and held by the estate agent, legal
practitioner or conveyancer on trust for the purchaser until
the registration of the plan of subdivision.
10.3 The purchaser must pay all money other than the deposit:
a) to the vendor, or the vendor's legal practitioner or
conveyancer; or
b) in accordance with a written direction of the vendor or the
vendor's legal practitioner or conveyancer.
10.4 At settlement, payments may be made or tendered:
a) in cash; or
b) by cheque drawn on an authorised deposit-taking institution;
or
c) if the parties agree, by electronically transferring the
payment in the form of cleared funds.

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 10.5 For the purpose of this general condition 'authorised
deposit-taking institution' means a body corporate in relation to
which an authority under section 9(3) of the Banking Act 1959
(Cth) is in force.
10.6 At settlement, the purchaser must pay the fees on up to
three cheques drawn on an authorised deposit-taking
institution. If the vendor requests that any additional cheques
be drawn on an authorised deposit-taking institution, the
vendor must reimburse the purchaser for the fees incurred.
11. Loan
11.1 If the particulars of sale specify that this contract is
subject to a loan being approved, this contract is subject to the
lender approving the loan on the security of the property by the
approval date or any later date allowed by the vendor.
11.2 The purchaser may end the contract if the loan is not
approved by the approval date, but only if the purchaser:
a) immediately applied for the loan; and
b) did everything reasonably required to obtain approval of the
loan; and
c) serves written notice ending the contract on the vendor
within 2 clear business days after the approval date or any
later date allowed by the vendor; and
d) is not in default under any other condition of this contract
when the notice is given.
11.3 All money must be immediately refunded to the purchaser
if the contract is ended.
12. Adjustments
12.1 All periodic outgoings payable by the vendor, and any
rent and other income received in respect of the property must
be apportioned between the parties on the settlement date and
any adjustments paid and received as appropriate.
12.2 The periodic outgoings and rent and other income must
be apportioned on the following basis:

19
 a) the vendor is liable for the periodic outgoings and entitled to
the rent and other income up to and including the day of
settlement; and
b) the land is treated as the only land of which the vendor is
owner (as defined in the Land Tax Act 2005); and
c) the vendor is taken to own the land as a resident Australian
beneficial owner; and
d) any personal statutory benefit available to each party is
disregarded in calculating apportionment.
Transactional
13. Time
13.1 Time is of the essence of this contract.
13.2 Time is extended until the next business day if the time
for performing any action falls on a Saturday, Sunday or bank
holiday.
14. Service
14.1 Any document sent by:
a) post is taken to have been served on the next business day
after posting, unless proved otherwise;
b) email is taken to have been served at the time of receipt
within the meaning of section 13A of the Electronic
Transactions (Victoria) Act 2000.
14.2 Any demand, notice or document required to be served
by or on any party may be served by or on the legal
practitioner or conveyancer for that party. It is sufficiently
served if served on the party or on the legal practitioner or
conveyancer—
a) personally; or
b) by pre-paid post; or
c) In any manner authorised by law or the Supreme Court for
service of documents, including any manner authorised for
service on or by a legal practitioner; or
d) by email.

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 14.3 This general condition applies to the service of any
demand, notice or document by or on any party, whether the
expression 'give' or 'serve' or any other expression is used.
15. Nominee
The purchaser may nominate a substitute or additional transferee,
but the named purchaser remains personally liable for the due
performance of all the purchaser's obligations under this contract.
16. Liability of signatory
Any signatory for a proprietary limited company purchaser is
personally liable for the due performance of the purchaser's
obligations as if the signatory were the purchaser in the case of a
default by a proprietary limited company purchaser.
17. Guarantee
The vendor may require one or more directors of the purchaser to
guarantee the purchaser's performance of this contract if the
purchaser is a proprietary limited company.
18. Notices
The purchaser is responsible for any notice, order, demand or levy
imposing liability on the property that is issued or made on or after
the day of sale that does not relate to periodic outgoings. The
purchaser may enter the property to comply with that responsibility
where action is required before settlement.
19. Inspection
The purchaser and/or another person authorized by the purchaser
may inspect the property at any reasonable time during the 7 days
preceding and including the settlement day.
20. Terms contract
20.1 If this is a 'terms contract' as defined in the Sale of Land
Act 1962:
a) any mortgage affecting the land sold must be discharged as
to that land before the purchaser becomes entitled to
possession or to the receipt of rents and profits unless the
vendor satisfies section 29M of the Sale of Land Act 1962;
and
b) the deposit and all other money payable under the contract
(other than any money payable in excess of the amount
required to so discharge the mortgage) must be paid to a

21
 legal practitioner or conveyancer or a licensed estate agent
to be applied in or towards discharging the mortgage.
20.2 While any money remains owing each of the following
applies:
a) the purchaser must maintain full damage and destruction
insurance of the property and public risk insurance noting all
parties having an insurable interest with an insurer approved
in writing by the vendor;
b) the purchaser must deliver copies of the signed insurance
application forms, the policies and the insurance receipts to
the vendor not less than 10 days before taking possession
of the property or becoming entitled to receipt of the rents
and profits;
c) the purchaser must deliver copies of any amendments to the
policies and the insurance receipts on each amendment or
renewal as evidence of the status of the policies from time to
time;
d) the vendor may pay any renewal premiums or take out the
insurance if the purchaser fails to meet these obligations;
e) insurance costs paid by the vendor under paragraph (d)
must be refunded by the purchaser on demand without
affecting the vendor's other rights under this contract;
f) the purchaser must maintain and operate the property in
good repair (fair wear and tear excepted) and keep the
property safe, lawful, structurally sound, weatherproof and
free from contaminations and dangerous substances;
g) the property must not be altered in any way without the
written consent of the vendor which must not be
unreasonably refused or delayed;
h) the purchaser must observe all obligations that affect
owners or occupiers of land;
i) the vendor and/or other person authorised by the vendor
may enter the property at any reasonable time to inspect it
on giving 7 days written notice, but not more than twice in a
year.
21. Loss or damage before settlement

22
 21.1 The vendor carries the risk of loss or damage to the
property until settlement.
21.2 The vendor must deliver the property to the purchaser at
settlement in the same condition it was in on the day of sale,
except for fair wear and tear.
21.3 The purchaser must not delay settlement because one or
more of the goods is not in the condition required by general
condition 24.2, but may claim compensation from the vendor
after settlement.
21.4 The purchaser may nominate an amount not exceeding
$5,000 to be held by a stakeholder to be appointed by the
parties if the property is not in the condition required by
general condition 24.2 at settlement.
21.5 The nominated amount may be deducted from the
amount due to the vendor at settlement and paid to the
stakeholder, but only if the purchaser also pays an amount
equal to the nominated amount to the stakeholder.
21.6 The stakeholder must pay the amounts referred to in
general condition 24.5 in accordance with the determination of
the dispute, including any order for payment of the costs of the
resolution of the dispute.
22. Breach
A party who breaches this contract must pay to the other party on
demand:
a) compensation for any reasonably foreseeable loss to the
other party resulting from the breach; and
b) any interest due under this contract as a result of the
breach.
Default
23. Interest
Interest at a rate of 2% per annum plus the rate for the time being
fixed by section 2 of the Penalty Interest Rates Act 1983 is
payable on any money owing under the contract during the period
of default, without affecting any other rights of the offended party.
24. Default notice

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 24.1 A party is not entitled to exercise any rights arising from
the other party's default, other than the right to receive interest
and the right to sue for money owing, until the other party is
given and fails to comply with a written default notice.
24.2 The default notice must:
a) specify the particulars of the default; and
b) state that it is the offended party's intention to exercise the
rights arising from the default unless, within 14 days of the
notice being given:
i) the default is remedied; and
ii) the reasonable costs incurred as a result of the default
and any interest payable are paid.
25. Default not remedied
25.1 All unpaid money under the contract becomes
immediately payable to the vendor if the default has been
made by the purchaser and is not remedied and the costs and
interest are not paid.
25.2 The contract immediately ends if:
a) the default notice also states that unless the default is
remedied and the reasonable costs and interest are paid,
the contract will be ended in accordance with this general
condition; and
b) the default is not remedied and the reasonable costs and
interest are not paid by the end of the period of the default
notice.
25.3 If the contract ends by a default notice given by the
purchaser:
a) the purchaser must be repaid any money paid under the
contract and be paid any interest and reasonable costs
payable under the contract; and
b) all those amounts are a charge on the land until payment;
and
c) the purchaser may also recover any loss otherwise
recoverable.

24
 25.4 If the contract ends by a default notice given by the
vendor:
a) the deposit up to 10% of the price is forfeited to the vendor
as the vendor's absolute property, whether the deposit has
been paid or not; and
b) the vendor is entitled to possession of the property; and
c) in addition to any other remedy, the vendor may within one
year of the contract ending either:
i) retain the property and sue for damages for breach of
contract; or
ii) resell the property in any manner and recover any
deficiency in the price on the resale and any resulting
expenses by way of liquidated damages; and
d) the vendor may retain any part of the price paid until the
vendor's damages have been determined and may apply
that money towards those damages; and
e) any determination of the vendor's damages must take into
account the amount forfeited to the vendor.
25.5 The ending of the contract does not affect the rights of the
offended party as a consequence of the default.

26. ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ____________________ ) S.S.

BEFORE ME, this ___ day of _________, 20__ in the

City/Municipality of _____________, Province of ___________,
Philippines, personally appeared:
KIM, SEONGSIK
Driver's License No. ______________

known to me to be the same person who executed the foregoing

instrument, and who acknowledged to me that the same is their free
act and deed.

25
27. Notary
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal, on the day, year, and place above written.

Name:
___________________________
Notary Public for [Municipality/City/Province]
Office Address of Notary Public _____
Appointment No. _____
Roll of Attorneys No. _____
PTR No. ______;
IBP No. ______;

26
 3.) PROJECT MANAGEMENT CONTRACT (LEE)
Property Management Contract

This agreement is between Mr. Simeon Lim, henceforth known as

"Owner," and Mr. Lee,Wooam, henceforth known as "Manager," who
will be taking over as the manager of the property located at Manila
Executive Regency, 1200 Jorge Bocobo St. Ermita, Manila.

This agreement begins on this day 27 of June, 2019, and continues

for 27 of December, 2019.

Owner and Manager agree to the following provisions as conditions of

this contract:

1. Manager will be an employee of the Owner, and will be required

to work 40 hours per week in a property management capacity.

2. Manager will live Suntrust Parkview, Ermita, Manila.

3. Manager's responsibilities will include, but are not limited to, rent
collection, oversight of landscaping and maintenance, tenant
relations and leasing of new apartments.

4. Owner has the right to give Manager new duties at any time,
which the Manager will be expected to perform to the best of
his/her ability.

5. Manager will be required to be an office presence on the property

during open hours.

6. Manager will maintain a respectable outward personal

appearance, since he/she will be the public face of Manila
Executive Regency.

7. Owner will pay Manager P30,000 every month as compensation

for this position.

8. Owner will provide Manager with support in this position,

including {ways in which Owner will support the Manager}.

27
 9. Owner may terminate the Manager's position {conditions under
which Owner can terminate this contract}.

10. Manager may terminate this contract {conditions under

which Manager can terminate this contract}.

11. Owner and Manager agree that this contract is subject to

the laws and regulations of the state of Manila.

Signed:

______________ _________________
Simeon Lim Wooam Lee

______________ _________________
Owner Signature Manager Signature

28
4.) CONSIGNMENT CONTRACT (LEE)

This Agreement made on the 13th day of June 2019 by

and between LEE Industries (the Consignor)., a Filipino
corporation, with its principal office at 32nd Floor, Tower One,
Ayala Avenue, Ayala Triangle, Makati, and WALWALEE Eric
Co. (the Consignee), with its principal office at 12E Suntrust
Parkview tower Eugenia Ermita, Manila.

WITHNESSETH:

WHEREAS, LEE Industries has developed and is now engaged

in the business of manufacturing and selling certain products to
some areas, and

WHEREAS, Consignee desires to enter the business of

promoting, selling, installing and servicing the products in its
country and other territories.

NOW, THEREFORE, the parties hereto mutually covenant and

agree as follows:

1. Appointment
LEE Industries hereby appoints Consignee as its sole
consignee for the sales within the territory of Tondo, Manila
(hereinafter called “Territory”) of the products of LEE Industries
as specified in Exhibit A (hereinafter called “Products”).

2. Order and Contract

2.1 Consignee may receive orders and buying offers from
customers in Territory and may conclude sales contract on
Products on behalf of LEE Industries with any person, firm, or
company within Territory, provided, however that Consignee
shall execute any sales contract with customer only by using a
sales contract form, a copy of which is attached hereto at the
Exhibit B hereof.

29
2.2 Consignee shall not make or use other contract form than
the form specified in the paragraph 2.1 of this Article or shall
not modify, amend or alter such specified form by and reason
whatsoever without a prior written consent of LEE Industries.

3. Price
3.1 Price for each item of Products to be sold to customers in
Territory shall be provided in the Exhibit A attached hereto as
an integral part hereof. Consignee shall sell Products and
contract with customers strictly in accordance with the said
Exhibit A.

3.2 Notwithstanding provisions of the preceding paragraph 3.1,

LEE INDUSTRIES may change any price of Products and, in
such case, LEE INDUSTRIES shall inform Consignee of such
change along with the valid period of the new price of Products
from time to time.

4. Sole Consignee
4.1 LEE INDUSTRIES agrees to make no agency or
distributorship agreement with any other person, firm or
company for the sales of Products in Territory during the life of
this Agreement, insofar as Consignee at all times fully complies
with its obligations hereunder.
4.2 Nothing herein contained shall be construed as exclusion of
LEE INDUSTRIES’s direct transaction with any person, firm or
company in Territory.

5. Competitive Business
Consignee shall not deal as agent, distributor or representative,
or in any other manner, with any goods or equipment
competitive or likely to compete with Products during the life of
this Agreement.

30
6. Independent Business
Consignee shall at all times be independent of LEE
INDUSTRIES. In the event that Consignee invests or expends
any amount for advertisement or business operation or newly
employs persons in order to carry out this Agreement, LEE
INDUSTRIES in not responsible for such Consignee’s
expenditure thereon even if this Agreement has been
terminated or canceled for any reason whatsoever.

7. Minimum Transaction
7.1 The following minimum sales of Products shall be
guaranteed by Consignee under this Agreement.
(a) PHP 10,000,000 for each half or first year hereof;

7.2 If Consignee fails to attain the said minimum sales in any

one period, LEE INDUSTRIES is entitled to terminate this
Agreement prematurely by giving thirty (30) days notice.

7.3 The above minimum sales shall be calculated on the total

sales amount of Products for which Consignee has effectively
received the payment from its customers and, in addition, of
Products for which LEE INDUSTRIES has directly shipped and
received the payment in its direct transaction with clients in
Territory.

8. Title
The absolute title to all Products consigned to Consignee by
LEE INDUSTRIES shall remain in LEE INDUSTRIES until such
time that Products have been effectively delivered to
customers.

9. Insurance
During the period when Products are in the custody of
Consignee or other custody as stipulated in (a) of the
paragraph 8.1 of Article 8, Consignee shall keep them in sale
and in good conditions. Consignee agrees to keep Products

31
insured in the name and for the benefit of LEE INDUSTRIES
against loss by fire, theft or otherwise with extended coverage.
Any policy of such insurance shall be delivered to LEE
INDUSTRIES and Consignee shall bear all premiums thereof.

10. Commission
10.1 In consideration of Consignee’s services hereunder, LEE
INDUSTRIES shall pay Consignee within one (1) month after
the close of each calendar quarter commissions at the rate of
___ percent on all sales amount which are or become
consummated, collected and fully paid for by Consignee or
customer during such calendar quarter. LEE INDUSTRIES
reserves the right to deduct from any commission due any
amount which may be owed by Consignee to LEE
INDUSTRIES.

10.2 LEE INDUSTRIES needs not to pay Consignee any

commission in case when payment for Products shipped to
customers is made between LEE INDUSTRIES and customers
under a separate sales contract between them.

11. Term
This Agreement shall be effective as of the date first written
above and shall remain in effect for a period of three (3) years
from the effective date. At the end of the three (3) year period, if
both LEE INDUSTRIES and Consignee so consent in writing,
this Agreement shall be continued for an additional term of
three (3) years. Such consent shall not be unreasonably
withheld by either party.

12. Termination
12.1 If Consignee fails to fully, adequately and in timely manner
perform any of its responsibilities or obligations set forth herein,
and such failure is not corrected within thirty (30) days after
written notice thereof is given by LEE INDUSTRIES, then LEE
INDUSTRIES shall have the right to immediately terminate this
Agreement by giving written notice thereof to Consignee.

32
12.2 LEE INDUSTRIES shall have the right by written notice to
Consignee to immediately terminate this Agreement and all of
Consignee’s rights and responsibilities hereunder if (ⅰ)
Consignee shall voluntarily or involuntarily enter into or
acquiesce in any dissolution, liquidation, bankruptcy or similar
insolvency or winding-up proceedings, or (ⅱ) in the event of
the appointment of a receiver for any of the assets of
Consignee, the making of an assignment for the benefit of the
creditors of Consignee, or the taking of any similar action such
as requesting a creditor’s assignment or composition of
creditors, or (ⅲ) if the present owners of Consignee (or of the
corporation which controls Consignee) shall no longer own or
control more than fifty percent (50%) of the shares of
Consignee (or of the corporation which controls Consignee).

13. Assignment
This Agreement shall not be assignable by either Consignee or
LEE INDUSTRIES without the other party's written consent.

14. Arbitration
All disputes, controversies or differences which may arise
between the parties hereto, out of or in relation to or in
connection with this Agreement, or the breach thereof, shall be
finally settled by arbitration in Manila, the Republic of the
Philippines in accordance with the Commercial Arbitration
Rules of the Philippines. The award rendered by arbitrator(s)
shall be final and binding upon both parties.

15. Governing Law

This Agreement shall be governed as to all matters, including
validity, construction and performance, by and under the laws
of the Philippines.

16. Waiver
Failure of any party to insist upon the strict and punctual
performance of any provision hereof shall neither constitute
waiver of nor estoppel against asserting the right to require
such performance, and never shall a waiver or estoppel in one

33
instance constitute a waiver or estoppel with respect to a later
breach whether of similar nature or otherwise.

17. Integration
This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter of
this Agreement and merges all prior discussions and
negotiations between the parties, and neither of the parties
shall be bound by any conditions with respect to the subject
matter of this Agreement other than as expressly provided in
this Agreement or other than as duly set forth on or subsequent
to the date hereof in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have caused this

Agreement to be executed by their duly authorized officer or
representative as of the date first above
written.

LEE INDUSTRIES Inc. Consignee

Name, President Name, President

34
 5.) LEGAL SERVICES CONTRACT (MESSELE)

You, _____Mr._Wooam Lee___________, agree to retain me, Atty.

Avelino Messele, of Messele’s Law Consultancy to represent you in
the following matter: Neighbor Unwilling to evacuate my Land in
Batangas and you agree to the following terms:
The attorney’s fee is based upon the amount of time I devote to
your case. It is impossible to determine in advance how much time will
be needed. In addition to me, it may be necessary for other
professionals in our office to work on your case. I will use my best
judgment to determine the most economical use of my time and the
time of the staff. You will be billed for all time spent on your case
including conferences, telephone calls, pretrial discovery, trial
preparation, document drafting, correspondence and pleadings,
negotiations, legal research, court time, and travel to and from
locations away from our office. TIME IS BILLED IN QUARTERS OF
AN HOUR; that is, the minimum amount of time you are billed for any
activity on your case is one-quarter (1/4) of an hour.
Any figures I quote you for the total cost of my services are
merely estimates. Your adversary, the opposing attorney, or others
may engage in activities beyond my control that require time that was
not originally contemplated. You will receive an itemized hourly bill; I
normally bill around the 20th of each month. If my billing does not
exceed the amount you have deposited into escrow, then you will
receive a statement showing how much time I have spent, how much
money has been drawn from escrow, and how much money remains
in escrow.
I know that this contract seems very long to you, but it is
necessary to ensure that each of us knows what is expected of the
other. I also know that you will probably feel that the contract is overly
concerned with my getting paid for the work I do. The contract is not a
judgment of you or your credit history, but rather is based upon my
experience with many clients. I am not a bank. I cannot afford to lend
you money, which is what happens when I do legal work for you and
you do not pay me in full each month. I have to pay my bills, just like

35
you, and this contract is intended to help you understand exactly what
is expected of you.
Your cooperation is very important. You must inform me
immediately of any change of address, telephone number,
employment, or circumstances. Full disclosure of all facts is essential
to enable me to properly represent you. You must promptly fill out and
return all papers I ask you to. If you do not, I have the right to withdraw
from your case. You promise to read everything I send you, and to ask
questions if you do not understand something.
THIS IS A LEGALLY BINDING CONTRACT. YOU HAVE THE RIGHT
TO SEEK INDEPENDENT COUNSEL FROM ANOTHER ATTORNEY
BEFORE SIGNING IT.
____________________________________ ____________________________________

CLIENT’S SIGNATURE DATE

____________________________________ ____________________________________

SURETY DATE

B. RIGHTS & OBLIGATIONS OF PARTIES

1.) SURVEYING CONTRACT (MAHMUD)

RIGHTS:
1. All documents developed under this Agreement are and shall
become the property of the Owner whether the Project for
which they are made is or is not executed. It is understood
and agreed that the Owner and his Architect/Engineer is
permitted to reproduce the drawings and distribute the prints
in connection with the use or disposition of the property
without incurring obligation for additional compensation to the
Surveyor.
2. The Land Surveyor shall have the right to include
photographic or artistic representations of the design of the
Project among the Land Surveyor’s promotional and

36
 professional materials. The Land Surveyor shall be given
reasonable access to the completed Project to make such
representations. However, the Land Surveyor’s materials
shall not include the Owner’s confidential or proprietary
information regardless of whether or not the Owner has
previously advised the Land Surveyor in writing of the specific
information considered by the Owner to be confidential or
proprietary.
3. The Owner or Land Surveyor may terminate this Agreement
upon giving written notice to the other that such party has
defaulted and failed to fulfill its obligations under this
Agreement. The written notice must contain an itemized
description and accounting of default and failure. In the event
of such default, the Land Surveyor or Owner shall allow twenty
(20) calendar days for corrective action or submission of a
corrective action plan. The twenty (20) days shall be based
upon the date of receipt of the notice by the other party.
Should no satisfactory corrective action be taken or
acceptable corrective action plan be provided by the
defaulting party, the other shall have right to terminate the
Agreement.

OBLIGATIONS:
1. The Owner shall furnish a preliminary project program setting
forth the Owner’s objectives, schedule, constraints and
criteria, including necessities and relationships, special
equipment, systems and site requirements.
2. The Owner shall examine documents submitted by the Land
Surveyor and shall render decisions pertaining thereto.
3. The Owner shall furnish the services of consultants other than
those designated as part of the Land Surveyor’s responsibility
or authorize the Land Surveyor to furnish them as a change
in service or scope.
4. The Land Surveyor’s services shall be performed as
expeditiously as is consistent with professional skill and care,
orderly progress of the Project, and in accordance with the
Project Schedule
5. Except with the Owner’s knowledge and express written
permission, the Land Surveyor shall not engage in any

37
 activity, or accept any employment, other agreement, interest,
or contribution that would reasonably appear to compromise
the Land Surveyor’s professional judgment with respect to this
Project.
6. The Land Surveyor shall maintain the confidentiality of
information specifically designated as confidential by the
Owner, unless withholding such information would violate the
law or create the risk of significant harm to the public. The
Land Surveyor shall require similar agreements of the Land
Surveyor’s consultants to maintain the confidentiality of
information specifically designated as confidential by the
Owner.
7. The Land Surveyor is expressly prohibited from participating
in or bidding on any part of the Contract for Construction or
multiple construction contracts, if any, let by the Owner.

2.) DEED OF SALE OF A HOUSE AND LOT (KIM)

Deed of Sale (House and Lot)

Under the Subdivision and Condominium Buyers Protective

Decree, a home buyer has the right to demand from the developer the
delivery of the title of the lot or unit to him/her upon full payment of the
lot or unit.

In the event that the owner or the developer fails to develop the
subdivision or condominium project according to the approved plans
and within the time limit, a buyer may choose to be reimbursed the total
amount paid including amortization interests. No installment payment
made by the buyer shall be forfeited in favor of the owner or developer

Under the Realty Installment Buyer Protection Act, a buyer of

real property on installment who has paid at least two (2) years of
installments has the following rights in case he defaults in the payment
of succeeding installments:

• To pay, without additional interest, the unpaid installments due

within the total grace period. A one (1) month grace period is
given for every one (1) year of installment payments. This right

38
 can only be exercised by the buyer only once in every five (5)
years of the life of the contract and its extensions, if any.

• If the contract is cancelled, the buyer is entitled to be refunded

by the seller the cash surrender value (CSV) of the payments on
the property equivalent to 50% of the total payments made. If
more than five (5) years of installments was paid, an additional
5% every year but not to exceed 90% of the total payments must
be returned. The actual cancellation of the contract shall take
place after 30 days from receipt by the buyer of the notice of
cancellation or the demand for rescission of the contract by a
notarial act and upon full payment of the CSV to the buyer.

Further, you shall have the right to sell your rights or assign it to
another person or to reinstate the contract by updating the account
during the grace period and before actual cancellation of the contract.
The deed of sale or assignment shall be done by notarial act.

3.) PROJECT MANAGEMENT CONTRACT (LEE)

ARTICLE 3: RESPONSIBILITIES OF THE OWNER
3.1 The Owner shall be responsible to oversee and monitor the
performance of the Owner’s Project Manager to ensure that it performs
its obligations in a satisfactory manner. The Owner shall provide the
necessary general direction and broad management coordination
required to execute the Project.
3.2. The Owner shall designate an individual or individuals who shall
have the authority to act on behalf of the Owner under this Contract
and who shall be responsible for day-to-day communication between
the Owner and the Owner’s Project Manager.
3.3 Upon satisfactory completion of services performed, the Owner
shall make payments to the Owner’s Project Manager as provided in
Articles 7, 8, 9 and 10.

39
3.4 The Owner shall be responsible for requiring the Contractor and/or
the Designer to comply with their respective contract obligations and
to cooperate with the Owner’s Project Manager.
3.5 The Owner shall provide timely information with respect to its
requirements relative to the Project Schedule and the Project Budget,
and shall further give timely notice to the Owner's Project Manager of
any changes or modifications to the same.
3.6 To the extent such data is available and deemed relevant to the
Proposed Project by the Owner, the Owner shall furnish to the Owner’s
Project Manager existing surveys of the Project site, building plans,
borings, test pits, structural, mechanical, chemical or other test data,
tests for air and water pollution and for hazardous materials,
photographs and utility information. The Owner’s Project Manager
shall be entitled to reasonably rely upon the sufficiency and accuracy
of the information furnished under this Article 3.6, provided that the
Owner’s Project Manager shall notify the Owner in writing of any
deficiencies in such data that the Owner’s Project Manager becomes
aware of.
ARTICLE 4: RESPONSIBILITIES OF THE OWNER’S PROJECT
MANAGER
4.1 The Owner’s Project Manager shall provide project management
services to monitor procurement procedures, design, construction and
other related activities and to facilitate, coordinate and manage the
Project with respect to timely performance in accordance with the
Project Schedule and the requirements of the Green Repair Program
and monitor the quality of services and workmanship and shall
recommend courses of action to the Owner when respective
contractual requirements are not being fulfilled. Services shall continue
through substantial use and occupancy by the Owner, and Project
closeout. As part of Basic Services, the Owner’s Project Manager shall
provide information as requested during final auditing as conducted by
the Authority.
4.2 The Owner’s Project Manager shall perform the services required
under this Contract in conformance with applicable federal, state, and
local laws, ordinances and regulations.

40
4.3 The Owner’s Project Manager shall report to the Owner any act or
inaction in connection with the Project which the Owner’s Project
Manager believes creates a substantial health or safety risk.
Notwithstanding the immediately preceding sentence, the Owner's
Project Manager shall not assume responsibility for safety precautions
and programs in connection with the Project, which shall remain the
sole responsibility of the Contractor.
4.4 The Owner’s Project Manager shall comply with terms and
conditions of all project agreements executed between the Owner and
the Authority and any and all administrative directives issued by the
Authority now in effect or hereafter promulgated during the term of this
Contract, without any additional compensation. The Owner shall
reasonably compensate the Owner’s Project Manager for complying
with any such term or condition or directive, that was not provided to
or was not readily available to the Owner’s Project Manager prior to
such Services being performed and that materially impacts the
Owner’s Project Manager’s scope, or other aspect of its Services, Fee,
schedule, or any obligations and responsibilities under this Contract.
4.5 The Owner’s Project Manager acknowledges the importance that
the Owner attributes to the abilities and qualifications of the key
members of the Owner’s Project Manager’s team, including
Subconsultants, and the continuity of key members participation in the
services to be provided under this Contract. This Contract has been
entered into on the representation of the Owner’s Project Manager that
the individuals, consultants, assignments and responsibilities will be
maintained throughout the duration of this engagement. No
substitution or replacement of individuals or change in the
Subconsultants, listed in Attachment B, shall take place without the
prior written approval of the Owner and the Authority, except when
necessitated by causes beyond the Owner’s Project Manager’s
control. If the Owner’s Project Manager proposes to replace one of the
key members of the Owner’s Project Manager’s team, the Owner’s
Project Manager shall propose a person or consultant with
qualifications at least equal to the person or firm the Owner’s Project
Manager proposes to replace. The Owner and the Authority shall have
the right to approve any substitution or replacement or change in status

41
for the persons or Subconsultants listed in Attachment B and such
approval shall not be unreasonably withheld. At the request of the
Owner, the Owner’s Project Manager shall consult with the Owner to
resolve any situation in which the Owner determines that a member of
the Owner’s Project Manager’s team is failing to perform services in an
acceptable manner to the Owner. The Owner shall have the right to
direct the removal of any such person or consultant. No act or omission
of the Owner or the Authority made or permitted under this Section
shall relieve the Owner’s Project Manager of its responsibility for the
performance of the services specified in this Contract.
4.6 The Owner’s Project Manager shall employ at all times professional
and support personnel with requisite expertise and adequate numbers
to assure the complete, timely and high quality performance of the
obligations of the Owner’s Project Manager.
4.7 The Owner’s Project Manager shall be and shall remain liable to
the Owner for all damages incurred by the Owner as a result of the
failure of the Owner’s Project Manager to perform in conformance
with the terms and conditions of this Contract

4.) COSIGNMENT CONTRACT (LEE)

RIGHTS AND OBLIGATIONS

1. Consignee’s Services
1.1 During the life of this Agreement, Consignee shall render
following services, and bear all costs and expenses incurred arising
from such services
(a) To keep Products bailed by LEE INDUSTRIES hereunder in the
custody of Consignee or other custody approved by LEE
INDUSTRIES at the place agreed between the parties hereto;
(b) To have a showroom where Products shall be displayed to
potential customers;
(c) To make contracts as much as possible with customers by using
the sales contract form stipulated in the paragraph 2.1 of Article

42
 2 here on behalf of LEE INDUSTRIES;
(d) To collect whole money from customers under contracts above
men and to remit such money to LEE INDUSTRIES, provided
that remittance for the money collected in each month shall be
made within ten(10) days from the last day of such each month;
(e) To give LEE INDUSTRIES marketing information and report as
stipulated herein or as instructed by LEE INDUSTRIES
hereunder from time to time;
(f) To render services as stipulated herein or as instructed by LEE
INDUSTRIES hereunder from time to time.

8.2 During the life of this Agreement, LEE INDUSTRIES shall

furnish Consignee with Products. The quantity, items etc. of
Products so furnished and time when LEE INDUSTRIES delivers
Products to Consignee shall decide upon by LEE INDUSTRIES at
its sole discretion but after negotiation with Consignee on them.
2. Maintenance
2.1Consignee shall take care of any after-sales service for the
customers wit the most careful attention. Consignee shall inform
LEE INDUSTRIES of any mechanical or operation trouble with
Products as soon as Consignee receives a notice of such trouble
from any customer, and shall take any necessary action to be
mutually agreed. LEE INDUSTRIES and Consignee shall discuss
how LEE INDUSTRIES and/or Consignee shall bear any cost
necessitated for such action on a case-by-case basis.

2.2Consignee shall keep sufficient parts, tools and equipment for

the maintenance service of Products to customers. During the
warranty period provide in each sales contract between LEE
INDUSTRIES and customer, Consignee shall repair any
defective Products within the scope of Consignee’s technical
capability.

3. Technical Training
Consignee shall at its own expense send personnel of its own
choice in a number to be agreed upon by the parties hereto to LEE
INDUSTRIES for the purpose of being thoroughly trained in the
installation, operation repair and maintenance of Products installed
in Territory. LEE INDUSTRIES shall train the personnel dispatched

43
by Consignee for a period not to exceed six (6) months.

4. Expenses and Import Duty

4.1 Consignee shall bear all expenses incurred for unloading
charge, storage, transportation and handing of Products in
Territory.
4.2 LEE INDUSTRIES shall remit to Consignee the amount for
import duty immediately after the amount is fixed.
4.3 Unless otherwise provide herein, no other payment than the
above shall be made by LEE INDUSTRIES without any written
consent of LEE INDUSTRIES to do so.

5. Sales Promotion
Consignee shall diligently and adequately advertise and promote
the sales of Products at its cost throughout Territory. LEE
INDUSTRIES may furnish without or with charge to Consignee
reasonable quantity of advertising materials.

6. Information and Report

Both LEE INDUSTRIES and Consignee shall periodically and/or on
the request of either party furnish information and market reports
each other to promote the sales of Product as much as possible.
Consignee shall give LEE INDUSTRIES such report as inventory,
market conditions and other activities of Consignee.

7. Industrial Property Right

7.1 Consignee shall not register in Territory any patent, utility
model, trademark, design or copyright in Products.
7.2 Consignee shall not use LEE INDUSTRIES’s signature,
monogram, name or any other mark that is now or may
henceforth be owned by LEE INDUSTRIES, or similar to them.

8. Confidentiality
The technical and/or commercial information given by LEE

44
 INDUSTRIES will be supplied and disclosed to Consignee in
confidence. Except where such confidential information otherwise
becomes public knowledge, Consignee shall not disclose such
confidential information or otherwise use it except for such disclose
to employees and buyers as may be necessary in connection with
sale and use of Products. The obligations of this Article shall
survive termination of this Agreement for the period of five (5) years
after termination.

9. Rights and Obligations after Termination

9.1 Upon termination of this Agreement, Consignee shall notify its
customers in Territory to the effect that this Agreement has
terminated.

9.2 In case Consignee holds a stock of Products at the time of

termination hereof.
Consignee shall ship back whole of Products stocked to LEE
INDUSTRIES.

10. Force Majeure

Neither party shall be liable to the other party for failure to perform
parts or whole of this Agreement and/or each individual contract
when such failure is due to strikes, labor trouble, riots, storms, fires,
explosions, floods, inevitable accidents, war(declared or
undeclared), embargoes, blockades, legal restrictions,
insurrections,
Act of Gods or any other cause similar thereto which is beyond the
control of the party.

11. Notice
Any notice required or authorized to be given by either party hereto
shall be received in writing and shall be deemed effectively served
when deposited in mail, registered and addressed to the party to
whom such notice is directed at such party’s place of business as
follows :
To LEE INDUSTRIES Tel No. : 09063788744

Address : 32nd Floor, Tower One, Ayala Avenue, Ayala

Triangle, Makati

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 To Consignee Tel No. : 09153258444
Address : 12E Suntrust Parkview tower Eugenia, Ermita,
Manila.

Or such other address as either party shall hereinafter furnish to

the other party by written notice as herein provided.

5) LEGAL SERVICES CONTRACT (MESSELE)

1. I do not represent clients on a fixed-fee basis. I charge $180.00
per hour for all legal work, and $50.00 per hour for travel time. If
it becomes necessary in my opinion to consult with another
attorney in my office, then both of us will charge you a total of
$200.00 per hour for work we do together on your case, which
we will share. If it becomes necessary to hire outside counsel,
you must make your own arrangements with that attorney and I
am not responsible for his or her fee, nor will he or she have a
claim to any money held by me in escrow.
2. YOU UNDERSTAND THAT I WILL NOT BEGIN WORKING
ON YOUR CASE UNTIL BOTH ACCOUNTS ARE PAID IN
FULL.
3. YOU AGREE TO PAY A NONREFUNDABLE RETAINER FEE
of $2,000.00. This sum is considered by you and me to be earned
upon receipt, but it will be credited to periodic billings. In other
words, with payment of this sum, you have purchased a certain
amount of my time which I warrant I am ready, willing, and able
to expend on your case. If you decide to seek other legal
representation, no amount of this sum will be returned to you; if I
decide to withdraw from representing you, then whatever amount
has not been applied to time spent will be returned to you.
4. YOU AGREE TO PAY A REFUNDABLE FEE TO BE HELD
IN TRUST of $ 10 000.00. This sum will be deposited into the law
firm’s escrow account and held until it has either been earned by
me (at which time a draw for fees will be made against this
amount) or which shall be returned to you as unearned attorney’s

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fees. If your monthly statement shows that all of the money paid
into escrow has been used to pay for the time I have spent on
your case, I have the option of requiring that more money be
placed into escrow to secure my fee. If you pay your monthly
statement in full, depositing additional money into escrow
probably will not be necessary.

5. We agree that you have paid $2000.00 on the nonrefundable

retainer fee, and $2500.00 into escrow. You have promised to
pay the balance of $8000.00 for the retainer and $3000.00 for
the escrow account by 27 of June, 2019.
6. You and I have thoroughly discussed your case, and you
understand that your case is going to require a lot of time to get
it ready for settlement or trial. Therefore, you have agreed to pay
$2500.00 per month to the law firm, to be placed in escrow and
drawn against as I proceed with your case.
7. You agree to pay all costs of your case, including court costs
and expenses such as service-of-process fees, depositions,
appraisals, witness or consultant fees for accountants,
counselors, and other experts. By this agreement, you are
appointing me to make expenditures and retain experts for
amounts that I deem to be in your best interest. I may advance
these costs out of your escrow account, or I may, at my
discretion, require you to deposit sufficient sums with me before
the fee is paid or the expert is retained.
8. You have chosen to pay by VISA or MasterCard. You hereby
authorize my firm to charge your VISA or MasterCard account
with legal fees or escrow payments. I will, in addition, send you
an itemized statement showing the legal work done. Since VISA
or MasterCard charge a fee for their services, I will add 5% to
any fees charged on their cards.
_____________________________________

Client’s Signature

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________________________________ ______________________________
Expiration Date VISA/MasterCard #
9. You agree that I have made no guarantee regarding the
outcome of any part of your case. I have or will give you my
opinion as to your chances of success based on my knowledge
and experience, but there are no guarantees as to how your case
will turn out.
10. At my discretion, I have the right to withdraw from your case
if you have misrepresented or failed to disclose material facts to
me, if you fail to follow my advice, or for any other reason.
Likewise, you may discharge me at any time for any reason. You
will be required to pay for the time expended to turn over the
file(s) and other information to you or substitute counsel and for
the time and costs if I must proceed to court to obtain permission
to withdraw. In any of these events, you will execute such
necessary documents as will permit me to withdraw.
11. The court may order your adversary to pay part or all of your
attorney’s fees and costs. Such awards are totally unpredictable.
You will remain totally responsible for payment of all fees and
costs. Any amount received from a third party as the result of a
court order will be credited to your account or refunded to you if
I have already been paid in full.
12. Should you receive any cash property settlements as part of
your case, you agree to have this money deposited into the firm’s
trust account and you give me the authority to pay any balance
due me out of this money before transferring the balance to you.
13. I will have a lien on all of your documents, property, or money
in my possession for the payment of all sums due me from you
under the terms of this agreement. In addition, I am entitled to a
charging lien ensuring that, if I elect, payment to me will come
from any money you receive as part of the settlement of the
issues in your case.
14. Should I have to bring suit or otherwise spend time trying to
collect the amounts due me under this agreement, you will also

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be responsible for court costs and reasonable attorney’s fees,
including payment of my normal hourly rates if I represent myself.
15. No settlement will be made in your case without your
approval.
16. If you call me at home, I will charge you $90.00 per call,
unless, in my opinion, it is an emergency.
17. You understand that I do not do tax work nor give tax advice,
but that I may, if necessary, ask one of my partners for tax advice,
for which you will be billed.
18. Special provisions:
_________________________________________________
19. You are, by signing below, agreeing that you have read this
contract and understand it fully.

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